Terms for the Provision of Staffing Services

Latest Revision November 2007

These Terms and Condition of Business shall be deemed to be incorporated in any quotation submitted by the Personnel Shop/AgenceJOBS (“The Service”) to the Client and may not be varied except by the express permission of a Director of The Service in writing solely at his/her discretion. No contract shall exist between The Service and the Client unless and until the Client shall have accepted these Terms and Conditions. Any document inconsistent with these Terms and Conditions or any part thereof shall be deemed to be void and of no effect. The parties hereto have agreed that this document be in English.

The Service is responsible for assigning its own qualified employees (“Assigned Employees”) to work under the Client’s supervision. The Service has the sole right to establish the salaries, wages, and benefits of the Assigned Employees. The Service agrees to directly pay all salaries and statutory vacation pay of Assigned Employees; to directly pay all statutory employer payroll taxes, including employment insurance and worker compensation fees; to calculate, withhold and remit employee income taxes to the appropriate authorities in a timely manner; to maintain all relevant personnel records; and to prepare and issue Records of Employment to Assigned Employees.

The Service agrees it shall not divulge to third parties, without the prior written consent of the Client, any confidential information it may have obtained from the Client in the performance of this agreement.

The Client is solely responsible for assuring the proper supervision, direction and control of Assigned Employees. The Client shall also be responsible for the direction and safeguarding of all aspects of its business. The Client shall provide safe working conditions for Assigned Employees which shall comply with all applicable statutes, by-laws, obligations, duties, regulations and other legal requirements. Assigned Employees are under the direction and control of the client at all times for the duration of The Service s, therefore the Client further agrees to be responsible for acts, errors and omissions of Assigned Employees at all times as if the Assigned Employees were employees of the Client.

The Client shall not entrust Assigned Employees with unattended premises, cash, cheques, negotiable instruments, keys, credit cards, merchandise, confidential or trade secret information, or other valuables without prior written permission from The Service.

The Client shall not request, facilitate or permit Assigned Employees to use any motor vehicle or powered industrial vehicles and the like, without the prior written consent of The Service. Any such permission shall only be granted on the condition the Client assumes full and direct responsibility for any and all liabilities arising out of such use, including but not limited to damage to property, fire, theft or bodily injury, and that the Client shall firstly demonstrate that it has secured adequate insurance coverage including any minimum statutory coverage, and that The Service shall have the full benefit and protection of the said insurance.

While The Service makes every effort to maintain the highest standards of skills, integrity and reliability among our Assigned Employees and in accordance with Client requirements, The Service shall not be held responsible for any loss, expense, damage or delay, claims, costs, and expenses arising directly or indirectly as a result of any failure to provide staff for all or part of the period requested; or from the negligence, dishonesty, misconduct or lack of skill or qualifications of the Assigned Employees introduced; for incidental, consequential, exemplary, special, punitive or lost profit damages or any other liabilities related to, as a consequence of, or arising out of the provision of Services to the Client; irrespective of whether such claims are brought by employees or customers of the Client or by any other natural person or body corporate, including but not limited to members of the general public.

The Client agrees that in the event an employee works in any week the lesser of: (i) an excess of 40 (forty) hours, or (ii) the number of hours defined by law required to qualify as overtime; that Assigned Employee is thereby entitled to compensation at the hourly rate of one and one-half their normal effective hourly rate of pay for such overtime hours, and the Client agrees to pay The Service an additional amount equal to one and one-half times the agreed regular bill rate for the services of that Assigned Employee for the relevant time periods. Assigned Employees are at all times entitled to decline working such hours and periods that they did not originally accept in their terms of employment.

The Client’s signature on a Time Sheet shall certify that the reported hours are correct. The Client shall pay The Service for the hours at the agreed documented rates immediately upon receipt of The Service’s invoice.

Client acknowledges that The Service, as an employment business, is able to provide service only as a result of having incurred substantial expenses variously in marketing, recruitment, screening, and training with respect to Assigned Employees. Therefore, in consideration of this investment, the Client agrees that if it wishes to directly offer direct employment on any basis to any Assigned Employee within six months following the completion of that Assigned Employee’s assignment, or to any individual otherwise introduced to the client by The Service, the Client is rendered liable for the payment to The Service of a Permanent Placement Introduction fee of thirty per cent (30%) of the bona fide normal full first year salary to be paid the introduced or Assigned Employee, less any abatement to this rate The Service may allow at its sole discretion.

The minimum charge for each Assigned Employee is four hours per day. Furthermore, The Service shall bill and the Client agrees to pay for a minimum of four (4) hours per order. The Service shall submit to the Client an invoice in respect of The Service s provided during the preceding monthly or other billing period and the Client agrees to pay the amount detailed therein, having first verified the amount, immediately upon receipt of such invoice. The Service reserves the right to invoice a surcharge to the Client of 2% of all outstanding amounts per month for delays in payment after 21 days have elapsed from invoice date and Client agrees to accept and pay this charge for payment on immediately upon receipt of an invoice therefor. Invoicing shall be effected via email to the client’s stated email address, unless the Client shall have requested some other form of notice, which The Service may accommodate at its sole discretion.

Acceptance of the services of our Assigned Employees shall be deemed conclusive acceptance of these Terms and Conditions.

Payment is immediately due upon receipt of invoice.